Selling or acquiring a business involves disclosing far more sensitive information than a typical business relationship — financials, customer lists, employee data, trade secrets — which means the NDA governing that process needs more careful scope than a standard template.
Defining confidential information broadly but clearly
Because due diligence touches nearly every part of a business, the definition of confidential information needs to be comprehensive — while still excluding standard carve-outs like information already public or independently known.
Non-solicitation of employees and customers
A deal NDA commonly includes a provision preventing the potential buyer from using the disclosure process to poach key employees or customers if the deal ultimately falls through — a protection a generic NDA typically doesn't address.
What happens if the deal doesn't close
The NDA should specify what the receiving party must do with disclosed information and materials if negotiations end without a deal — returning or destroying documents, and continued confidentiality obligations that survive the failed negotiation.
Standstill and exclusivity provisions
Depending on the deal, the NDA may also need standstill provisions (preventing the potential buyer from acting on the disclosed information outside the deal context) or exclusivity terms — both are more specialized than what a standard mutual NDA covers.